S.I. No. 150/2025 - Rules of the Superior Courts (Companies Act 2014 Section 459) 2025

1. [

Set out authority and means of knowledge

].

2. X ltd/dac/plc (

or as the case may be

) of [

address

] was the offeree company, within the meaning of

section 457

(1) of the

Companies Act 2014

(hereinafter, the “2014 Act”) in a *[

scheme, contract, or offer

] which became effective on [

date

] and was made as between Y ltd/dac/plc (

or as the case may be

) of [

address

] (the “offeror”) and the offeree company.

3. The offeree company proposes to make a lodgment with the Accountant of the Courts of Justice pursuant to *section 459(7)(c) *section 459(9)(b) of the 2014 Act.

4. The offeror acquired the shares of dissenting shareholders in the offeree company on [

date

]. ..............................

5. The consideration received for the said shares has been since [

date

], a period of seven years or more, held by the offeree company on trust for the persons (being dissenting shareholders) named in the first column in the table below.

6. Accordingly, it is proposed to lodge in court the sum of €

7. The names of the persons believed by the offeree company to be entitled to any part of the sum proposed to be lodged, the amount due to each such person, and the last known address and/or contact details of each such person, are as follows

Name

Address or other contact details

Number of shares held in the offeree company

Percentage held of relevant shares

Amount due (€)

8. The address for service on the offeree company of any application relating to the moneys proposed to be paid into court is [

address

].

9. On behalf of the offeree company, I accordingly request that the lodgment as set out above be authorised.

SWORN, etc.

EXPLANATORY NOTE

(

This note is not part of the Instrument and does not purport to be a legal interpretation

.)

These rules facilitate the operation of

section 459

(7) of the

Companies Act 2014

as amended, where there is a takeover of a company and the target, or offeree, company has not within seven years been able to pay over proceeds to shareholders who did not accept the offer.

92. (1) Where an offeree company desires to lodge money in accordance with section 459(7)(c) or (as the case may be) section 459(9)(b) of the 2014 Act, a duly authorised officer or member of the staff of the offeree company shall first swear and file an affidavit and schedule in the Form No. 20 in Appendix P, setting out

(a) the name of the offeree company concerned;

(b) the date of, and parties to, the scheme, contract, or offer to which the intended lodgment relates;

(c) the total amount of money proposed to be lodged;

(d) the names of each of the persons believed by the offeree company to be entitled to any part of the money proposed to be lodged, the amount of, or share in, that money to which each such person is believed to be entitled, and the address or any other particulars of the whereabouts of each such person available to the offeree company; and

(e) a statement that the lodgment is intended to be made pursuant to section 459(7)(c) or (as the case may be) section 459(9)(b) of the 2014 Act.

(2) On the filing of a satisfactory affidavit in accordance with this rule, the Accountant shall authorise receipt of a lodgment proposed to be made.

(3) At the expiration of seven years from the date of any lodgment pursuant to section 459 of the 2014 Act, the Accountant shall in accordance with section 459(11) of that Act transfer to the Exchequer the amount of the lodgment concerned then remaining unclaimed.

(4) In this rule

the “2014 Act” means the

Companies Act 2014

;

“offeree company” has the same meaning as in section 457(1) of the 2014 Act.”

Notice of the making of this Statutory Instrument was published in

“Iris Oifigiúil” of

2

nd May,

2025.

We, the Superior Courts Rules Committee, constituted pursuant to the provisions of

section 67

of the

Courts of Justice Act 1936

, and reconstituted pursuant to the provisions of

section 15

of the

Courts of Justice Act 1953

, by virtue of the powers conferred upon us by

section 36

of the

Courts of Justice Act 1924

,

section 68

of the

Courts of Justice Act 1936

(as applied by

section 48

of the

Courts (Supplemental Provisions) Act 1961

),

section 14

of the

Courts (Supplemental Provisions) Act 1961

, and

section 459

of the

Companies Act 2014

, hereby make the following Rules of Court.

Dated this 12th day of December, 2024.

Donal O’Donnell (Chairperson)

Caroline Costello

Gráinne Larkin

David Barniville

Michele O’Boyle

Elizabeth Dunne

Áine Hynes

Brian R. Murray

James Finn

Mary Faherty

Mary Cummins

Nuala Butler

John Mahon

Richard Humphreys

I concur in the making of the following Rules of Court.

Dated this 25th day of April, 2025.

JIM O’CALLAGHAN,

Minister for Justice.